ELITE TRAVELER MAGAZINE TERMS AND CONDITIONS
1 – Scope of Agreement: These are the conditions of the contract between you, the Client (“You” and “your”) and Elite Luxury Publishing Inc (“Elite Luxury Publishing Inc”, “we”, “us” and “our”) governing your use of our services, including use of advertising space on our website or in the publication, as set out in your purchase order. This agreement constitutes the entire agreement between Elite Luxury Publishing Inc and you. All prior agreements understandings and negotiations and representations (save for fraudulent misrepresentation) whether oral or in writing are cancelled in their entirety. The terms of any other electronic communications will not form part of this agreement.
2 – Content and Artwork Responsibility: You are responsible for providing us with all text and illustrations by the copy date(s) set out in your purchase order. You will receive a proof of the advertisement for your approval, unless you have provided final artwork, and any changes must be sent to us in writing by the return date shown on the proof. Changes not communicated by the return date will cause us to assume proof approval. We reserve the right to repeat standing copy or obtain copy to be published should the copy deadline fail to be met. If the advertisement materials are provided in a different form to that specified then you will be responsible for any reasonable costs that may arise in preparing the material. Failure by you to supply the necessary copy for your placement in the form specified by the copy deadline indicated by us on the purchase order will not affect your payment obligations outlined in (5) below. We retain full editorial approval over the advertisement and positioning of this advertisement will be at our sole discretion. We reserve the right to withdraw/ reject/ amend the material supplied by you for the advertisement which will not affect your obligation to pay for the advertisement in full. Complaints regarding reproduction of Advertisements must be received in writing within one calendar month of the Publication date, of the Publication. In using our services and any advertising space on our website you agree to abide by all applicable laws, regulations and codes of conduct and you will not engage in any activities relating to our services or the website that are contrary to such laws, regulations and codes.
3 – Rights: In consideration of us providing our services to you, you assign to us with full title guarantee, for use throughout the world, the copyright (whether vested, contingent or future) in the copy supplied by you and all rights of action in respect of that copy. The above will not operate as an assignment of your trade marks, service marks and logos which will remain your property. However, you hereby grant to us a world-wide, non-exclusive, fully paid license to reproduce and display all trade marks, service marks and logos contained within the copy for the duration of the agreement.
4 – Free of Charge Service: As part of our service commitment, we may at our sole discretion provide you with some free of charge services such as indexing, listings or any other material or additional media, which are over and above the advertisement. We cannot be responsible for any errors or omissions or claims for losses arising from these. We reserve the right, at our absolute discretion, to reject or amend text and information provided by you for any free of charge inclusions or media. This will not affect your obligation to pay for the advertisement itself as discussed above. If you do not provide the necessary text or information for any free of charge inclusions or media, by the due date, then this will also not affect your obligation to pay for the advertisement.
5 – Invoice & Settlement: We will invoice you, plus Sales Tax if applicable, for the total cost of your booking following completion and return of the purchase order. Unless expressly agreed, otherwise in writing, payment will be due 30 days from the date of invoice. Should your account fall overdue then interest will be charged at a rate of 1.5% per month and the maximum permitted by law together with reasonable attorney and collection fees. Interest will be calculated daily from the due date to the payment date. In addition, we reserve the right in certain circumstances to modify our payment Terms to require full payment in advance and / or require you to provide such other assurances as we may require to secure your payment obligations i. If you have been granted a discount (for example for a series booking) but do not pay us, we reserve the right to revoke the discount so that you are liable for the full price of the advertisement. ii. All payments sent to us must be accompanied by a remittance advice or documentation quoting the account and/or invoice number to which the payment relates. Where payment is received without any identification or is deemed a duplicate/overpayment, said funds will be held on account for a period of 12 months only.
6 – Cancellation: This purchase order represents a legally binding contract between you and us. A cancellation may only be made at our sole discretion and with our written consent. If we agree to a cancellation prior to invoicing then a fee of 50% (plus Sales Tax if applicable) of the purchase order value will be charged payable 14 days following the date of our written permission to cancel. If we agree to a cancellation after invoicing then a fee of 100% (plus Sales Tax if applicable) of the purchase order value will be charged payable 14 days following the date of our written permission to cancel.
7 – Warranty & Indemnity: You warrant and represent to us that: (i) you have all necessary rights to grant the rights and licences set out in your contract with us; (ii) neither the copy material provided by you nor any material which you may be linked to through your advertisement will contain anything that is defamatory, obscene, false or misleading or which otherwise violates any intellectual property rights or rights of any person; (iii) use of the copy material provided by you will not violate any applicable law or regulation. You agree that there have been no guarantees made by us for this advertisement and that no employee of Elite Luxury Publishing Inc has made a promise or commitment that does not appear here. You agree to indemnify and hold Elite Luxury Publishing Inc and any of our officers, employees and agents harmless from and against all and any claims, liabilities, expenses, losses, costs or damages incurred or suffered and any claims or legal proceedings which are brought or threatened, in each case arising from any violation or infringement of third party rights, or any breach of any of these terms and conditions.
8 – Liability: To the furthest extent permitted by law, we do not accept liability for any claims, liabilities, expenses, losses, costs or damages (including without limitation, damages for any consequential loss or loss of business opportunities and/or profits) however arising from this advertisement booking and the use of or inability to use the website, or any of its contents, or from action or omission taken as a result of using the website or any such contents. Our liability in contract, tort or otherwise arising out of or in connection with the Agreement shall not exceed the total Charges received by us from you for the Advertisement/s. Every care is taken to avoid mistakes but we cannot accept liability for any errors due to you, your third parties, sub-contractors or inaccurate copy instructions from any of the foregoing. Any agent who shall place an Advertisement with us shall be deemed jointly and severally liable with the Advertiser to us in respect of all matters including charges relating to the Advertisement and conditions therein contained.
9 – Force Majeure: We will not be liable for any delay or failure to perform any obligation under this Agreement due to any event beyond our reasonable control, including but not limited to, earthquake, fire, flood or any other natural disaster, labour dispute, riot, revolution, terrorism, acts of restraint of government or regulatory authorities, failure of computer equipment and failure or delay of services and platforms used to operate our electronic media.
10 – General: You may not resell, assign or transfer any of your rights under this contract without our written consent. Any attempt to resell, assign or transfer rights without our consent will entitle us to cancel the contract without liability to you. A person who is not party to this contract has no right to rely upon or enforce any terms of this agreement.
– This agreement is governed by New York law and each party agrees that the courts of New York State will have non-exclusive jurisdiction to deal with any disputes arising out of or in connection with this agreement. Changes to this contract can only be made in writing. Printed terms and conditions in any additional documents issued by you or your agent will not be recognised as binding.
Online Specific Terms and Conditions
Should any element of your order include our online products then this term applies to you:
11 – Suspension: In the event that you fail to pay any sums due to us under this contract, and such sums remain outstanding to us for more than forty five (45) days from invoice, we reserve the right in our absolute discretion to immediately (i) suspend your use of our advertising services and any materials we have provided under your contract and/or your advertising space on our website; and/or (ii) remove your advertisement(s) and all your materials (including without limitation your trade marks, logos and white papers) from our website. Upon your payment of any such outstanding sums owed to us, we may in our sole discretion allow you to resume any or all of the foregoing uses in relation to our advertising services and advertising space on our website, and shall inform you of our decision in writing. If your service with us should be reinstated and allowed to resume, then your contract period shall thereafter be the remainder of the subscribed period from the date of reinstatement until expiration (as if the contract had not been suspended). This shall not in anyway affect or prejudice our right to terminate the contract or any other rights or remedies available to us.